Common use of HSR Filings Clause in Contracts

HSR Filings. Each Preferred Stockholder hereto agrees, if applicable, to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the transactions contemplated by the Merger Agreement within five (5) Business Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each Preferred Stockholder shall pay its own HSR Act filing fees. Each Preferred Stockholder shall use its respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Antitrust Division or any other Governmental Authority, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall any Preferred Stockholder or any of its Affiliates be required to (a) commence or threaten to commence litigation; (b) agree to hold separate, divest, license or cause a third party to purchase, any of the assets or businesses of such Preferred Stockholder or any of its Affiliates; or (c) otherwise agree to any restrictions on the businesses of such Preferred Stockholder or any of its Affiliates in connection with avoiding or eliminating any restrictions to the consummation of the Contemplated Transactions under any applicable Law or Order. The Company and any such Preferred Stockholder shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests contemplated by this Section 12.

HSR Filings. Each Preferred Stockholder hereto agreesFrom time to time during the term hereof as may be required, the Company and the Investor each shall execute and file, or cause the execution and filing of, all applications and documents that may be required by the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("Antitrust Division") a premerger notification form and any other supplemental information which may be requested in connection with this Agreement and the transactions contemplated hereby pursuant to HSR, which filings and supplemental information will comply in all material respects with HSR. The Company and the Investor shall cooperate fully with each other in connection with the preparation of such filings and shall each pay fifty percent (50%) of any applicable HSR filing fee. Prior to any Subsequent Draws or the Investor's exercise of any Warrants, and from time to time as may be appropriate, the Company and the Investor shall consult with each other concerning the necessity and timing of each applicable filing under HSR and mutually agree upon an appropriate course of action. The Company and the Investor each shall use their best commercial efforts to take such action as may be required to cause the expiration or early termination the notice periods under HSR as promptly as possible after any applicable filing date and to resolve such objections, if applicableany, to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act as may be asserted with respect to the transactions contemplated by the Merger this Agreement within five (5) Business Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each Preferred Stockholder shall pay its own HSR Act filing fees. Each Preferred Stockholder shall use its respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Antitrust Division or any other Governmental Authority, as may be necessary to consummate the Contemplated TransactionsHSR; provided, however, thatnotwithstanding the foregoing, notwithstanding anything to the contrary, in no event neither party shall any Preferred Stockholder or any of its Affiliates be required to (a) commence or threaten to commence litigation; (b) agree to hold separate, divest, license or cause a third party to purchase, any of the assets or businesses of such Preferred Stockholder or any of its Affiliates; or (c) otherwise agree to any restrictions on change or amendment to this Agreement unless such change or amendment is agreed to by the businesses other party in advance. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or the transactions contemplated hereby as violative of HSR, the Company and the Investor shall cooperate and use best commercial efforts to contest and resist any such Preferred Stockholder action or proceeding and to have vacated, lifted, reversed, or overturned any of its Affiliates decree, judgment, injunction or other order, whether temporary, preliminary or permanent that is in connection with avoiding effect and that prohibits, prevents, or eliminating any restrictions to the restricts consummation and/or effectiveness of the Contemplated Transactions under any applicable Law Agreement or Orderthe transactions contemplated hereby, unless by mutual agreement the Company and the Investor decide that such action is not in their respective best interests. The Company and any such Preferred Stockholder shall coordinate parties hereto will consult and cooperate with one another another, and consider in exchanging good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and providing such information proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to each HSR. Notwithstanding the foregoing, neither the Company nor the Investor will have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other and in making order beyond the filings and requests contemplated by this Section 12first anniversary of the applicable filing date.

HSR Filings. Each Preferred Stockholder hereto agrees(a) In addition to and without limiting the agreements contained in Section 6.5 hereof, if applicablePurchaser, Sub and the Company will (i) take promptly all actions necessary to make an appropriate filing the filings required of a Pre-Merger Notification and Report Form Purchaser, Sub or any of their affiliates under the HSR Act Act, (ii) comply at the earliest practicable date with respect to the transactions contemplated by the Merger Agreement within five (5) Business Days after the date hereofany formal or informal inquiry including, to but not limited to, any request early termination of the applicable waiting period and to supply promptly any for additional information and or documentary material that may be requested received by Purchaser, Sub or any of their affiliates from the FTC or DOJ pursuant to the HSR Act. Each Preferred Stockholder shall pay its own HSR Act and (iii) cooperate with the Company in connection with any filing fees. Each Preferred Stockholder shall use its respective commercially reasonable efforts to secure of the expiration or termination of any waiting periods Company under the HSR Act and in connection with responding to obtain or resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by either the FTC or DOJ or state attorneys general. (b) In furtherance and not in limitation of the covenants contained in Sections 6.5 and Section 6.6(a) hereof, Purchaser, Sub and the Company shall each use their best efforts to resolve such objections, if any, as may be asserted with respect to the Offer, the Merger or any other approvals transactions contemplated by this Agreement under any Antitrust Law whether such objection is raised by a private party or governmental or regulatory authority. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Offer, the Merger or any other transactions contemplated by this Agreement as violative of any Antitrust Law, each of the parties hereto agrees to cooperate and use its best efforts vigorously to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (any such decree, judgment, injunction or other order is hereafter referred to as an "ORDER") that is in effect and that restricts, prevents or prohibits consummation of the Offer, the Merger or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actions. Each of Purchaser and Sub also agrees to use its best efforts to take such action, including, without limitation, agreeing to hold separate or to divest any of the businesses, product lines, or assets of Purchaser or Sub or any of their affiliates or, following the consummation of the Offer or the Effective Time, of the Company or any of its Subsidiaries, as may be required (a) by the applicable governmental or regulatory authority (including without limitation the FTC, DOJ or any state attorney general) in order to resolve such objections as such governmental or regulatory authority may have to such transactions under such Antitrust Law, or (b) by any domestic or foreign court or other tribunal, in any action or proceeding brought by a private party or governmental or regulatory authority challenging such transactions as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of any such transactions. The entry by a court or other tribunal, in any action or proceeding brought by a private party or governmental or regulatory authority challenging the transactions contemplated hereby as violative of any Antitrust Law, of an Order permitting such transactions, but requiring that any of the businesses, product lines or assets of any of Purchaser, Sub or any of their affiliates or, following the consummation of the Offer or the Effective Time, of the Company or any of its Subsidiaries be divested or held separate by Purchaser and take such Sub, or that would otherwise limit Purchaser's or Sub's freedom of action with respect to, or their ability to retain, the Company, any Antitrust Division of its Subsidiaries or any businesses, product lines or assets thereof or any of Purchaser's or Sub's or their respective affiliates' other businesses, product lines or assets, shall not be deemed a failure to satisfy any of the conditions specified in Article VII hereof. 25 (c) Each of the Company, Purchaser and Sub shall promptly inform the other party of any material communication received by such party from the FTC, DOJ or any other Governmental Authority, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall any Preferred Stockholder governmental or any of its Affiliates be required to (a) commence or threaten to commence litigation; (b) agree to hold separate, divest, license or cause a third party to purchase, regulatory authority regarding any of the assets transactions contemplated hereby. Purchaser and Sub will advise the Company promptly in respect of any understandings, undertakings or businesses of such Preferred Stockholder agreements (oral or written) Purchaser or Sub proposes to make or enter into with the FTC, DOJ or any of its Affiliates; other governmental or (c) otherwise agree to any restrictions on the businesses of such Preferred Stockholder or any of its Affiliates regulatory authority in connection with avoiding or eliminating any restrictions to the consummation of the Contemplated Transactions under any applicable Law or Ordertransactions contemplated hereby. The Company and any such Preferred Stockholder shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests contemplated by this Section 12.6.7

HSR Filings. Each Preferred Stockholder hereto agrees(a) Without limiting the generality of Section 5.9, if applicableeach Party shall, and shall cause its Affiliates to, use their reasonable best efforts to make an appropriate filing (i) file with the United States Federal Trade Commission and the United States Department of a Pre-Merger Justice, the Notification and Report Form under required for the Transactions pursuant to the HSR Act with respect to the transactions contemplated by the Merger Agreement within five (5) 10 Business Days after following the date hereofexecution of this Agreement, to request early termination of the applicable waiting period and to (ii) supply as promptly as practicable any additional information and documentary material or documents that may be requested pursuant to the HSR Act. Each Preferred Stockholder shall pay its own HSR Act filing fees. Each Preferred Stockholder shall use its respective commercially reasonable efforts and (iii) take all other actions necessary to secure cause the expiration or termination of any the applicable waiting periods and to obtain any Permit required under the HSR Act as soon as reasonably practicable. Each Party shall, and shall cause its respective Affiliates to, comply substantially with any additional requests for information, including requests for production of documents and production of witnesses for interviews, investigational hearings or depositions, made by the applicable Antitrust Authorities and take all other reasonable actions to obtain such other approvals all applicable consents, approvals, clearances or waivers from the applicable Antitrust Authorities required under the HSR Act at the earliest practicable dates. For purposes of this Agreement, “reasonable best efforts” shall not include nor require either Party or their respective Affiliates to (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of, and take such action or enter into any licensing or similar arrangement with respect to, or agree to any Antitrust Division prohibition or limitation in any respect of the ownership or operation of (1) any assets (whether tangible or intangible) or any other Governmental Authority, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall portion of any Preferred Stockholder business of Buyer or any of its Affiliates be required to or (a2) commence any material assets (whether tangible or threaten to commence litigation; intangible) of any Company Entity or (bB) agree to hold separateany Order or regulatory condition of any Governmental Entity, divestwhether in an approval proceeding or another regulatory proceeding, license or cause a third party to purchase, in respect of the foregoing (any of the assets or businesses of such Preferred Stockholder or foregoing effects, (a “Burdensome Condition”)); provided, further, however, if any of its Affiliates; or (c) otherwise agree action taken by Buyer that is not a Burdensome Condition is not sufficient to any restrictions on satisfy the businesses of such Preferred Stockholder or any of condition to Closing set forth in Section 6.3(a), Buyer and its Affiliates shall have an obligation (x) to litigate in connection with avoiding or eliminating order to avoid the entry of any restrictions preliminary injunction related to the HSR Act that would prevent the consummation of the Contemplated Transactions, (y) in the event that Buyer were successful at preventing the granting of any such preliminary injunction, defend against any appeal by the applicable Antitrust Authority in respect thereof and (z) to oppose any injunction or initiate a Legal Proceeding to lift any injunction (if applicable) related to a private cause of action that would prevent the consummation of the Transactions. (b) During the Interim Period, except with the consent of the Company, Merger Sub and its Affiliates shall not take any action, including entering into any transaction, that would reasonably be expected to prevent, materially delay or make it materially more difficult to (i) file or obtain any Filings or Permits required under the HSR Act with or from any Antitrust Authority to consummate the Transactions or (ii) secure satisfaction at the mutual conditions set forth in Section 6.3, or agree, in writing or otherwise, to do any of the foregoing. (c) Without limiting the generality of Section 5.9(b), each Party agrees to, and shall cause its respective Affiliates and Representatives to, cooperate with the other Parties and use its reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under any the HSR Act as soon as reasonably practicable. Said reasonable best efforts and cooperation shall include such Party’s undertaking (to the extent permitted by applicable Law and in each case regarding the Transactions and without waiving attorney-client or Orderany other applicable privilege) to cause its counsel to (i) furnish to each other Party’s counsel such reasonably necessary information and reasonable assistance as the other Party may request in connection with its preparation of any Filing or submission that is necessary under the HSR Act (except for sharing any Item 4(c) or Item 4(d) documents) and (ii) cooperate in the filing of any substantive memoranda, white papers, Filings, correspondence or other written or oral communications explaining or defending this Agreement or any of the Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Antitrust Authority or any Person under the HSR Act. The No Party or any of their respective Affiliates or Representatives shall participate in any material meeting or discussion (or any other communication by any means) with any Antitrust Authority in respect of any such Filings, applications, investigations or other inquiry under the HSR Act without giving, to the extent practicable, in the case of Buyer and its Affiliates, the Company, and in the case of the Company and its Affiliates, Buyer, prior notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Antitrust Authority, the opportunity to review and comment on the contents of any such Preferred Stockholder representations (oral or otherwise) expected to be communicated at the meeting or discussion, and, to the extent permitted by the relevant Antitrust Authority, the opportunity to attend and participate at the meeting or discussion (which, at the request of Buyer or the Company, as applicable, shall coordinate be limited to outside antitrust counsel only). Buyer shall (x) control the strategy for obtaining any consents, approvals, clearances and waivers from any Antitrust Authority in connection with the Transactions contemplated by this Agreement and (y) control the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with any Antitrust Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, an Antitrust Authority relating to the transactions contemplated by this Agreement and of all other regulatory matters incidental thereto; provided that Buyer shall consult and cooperate with one another the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in exchanging good faith. In furtherance of the foregoing, neither the Company nor Buyer shall, or shall cause the Company Entities to, (A) commit to or agree with any Antitrust Authority to stay, toll or extend any applicable waiting period under the HSR Act or enter into a timing agreement with any Antitrust Authority or (B) pull and providing such information refile any filing made under the HSR Act prior to the Outside Date, in the case of each of clauses (A) or (B) without the prior written consent of the other and in making the filings and requests contemplated by this Section 12Party, which consent shall not be unreasonably withheld, conditioned or delayed.

HSR Filings. Each Preferred Stockholder hereto agreesWithout limiting the generality of the foregoing clause (a): (i) As promptly as practicable after the Effective Date, if applicable, to make an appropriate filing of a Pre-Merger Notification Buyer and Report Form under the HSR Act with respect Seller each will prepare and file all filings required by any Governmental Authority relating to the transactions contemplated by this Agreement, including filings required under the Merger Agreement within five HSR Act and any other Competition Law (5) Business Days after collectively, the date hereof“Required Filings”). Seller and Buyer will consult and cooperate with the other party with respect to, and provide the other party with the opportunity to request early termination participate in any conference or meeting with any Governmental Authority in respect of, the Required Filings and any investigation or other inquiry under any Competition Law in connection with the transactions contemplated hereby. Buyer and Seller will each promptly notify the other of the applicable waiting period receipt of any comments on, or any request for amendments or supplements to, any Required Filings by any Governmental Authority or governmental official, and Buyer and Seller will each promptly supply the other with copies of all correspondence between Buyer or Seller, as the case may be, and any other appropriate governmental official with respect to supply promptly any additional information Required Filings. (ii) Buyer and documentary material that may be requested pursuant to the HSR Act. Each Preferred Stockholder shall pay its own HSR Act filing fees. Each Preferred Stockholder shall Seller will each use its respective all commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and any other Competition Law and to avoid or eliminate each and every impediment under the HSR Act and any Competition Law that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date), and to obtain such other approvals of, and take such action with respect to, the approval of any Antitrust Division or any other Governmental Authority, as may be Authority necessary to consummate the Contemplated Transactions; providedtransactions contemplated by this Agreement. Buyer and Seller shall each be responsible for the costs and expenses of their respective filings, howeverprovided that Buyer will be responsible for all of the filing fees payable under the HSR Act and any other Competition Law. (iii) From the Effective Date until the Closing Date, thatBuyer will not, notwithstanding anything to the contrary, in no event shall any Preferred Stockholder or and will not permit any of its Affiliates be required to (a) commence or threaten to commence litigation; (b) to, enter into, agree to hold separate, divest, enter into or consummate any acquisition agreement or license agreement which would present a risk of making it materially more difficult to obtain the approvals or cause a third party to purchase, any of the assets or businesses of such Preferred Stockholder or any of its Affiliates; or (c) otherwise agree to any restrictions on the businesses of such Preferred Stockholder or any of its Affiliates authorizations sought in connection with avoiding or eliminating any restrictions to the consummation of the Contemplated Transactions under any applicable Law or Order. The Company and any such Preferred Stockholder shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests contemplated by this Section 12Required Filings.

HSR Filings. Each Preferred Stockholder hereto agrees(a) In addition to and without limiting the agreements contained in Section 6.5 hereof, if applicablePurchaser, Sub and the Company will (i) take promptly all actions necessary to make an appropriate filing the filings required of a Pre-Merger Notification and Report Form Purchaser, Sub or any of their affiliates under the HSR Act Act, (ii) comply at the earliest practicable date with respect to the transactions contemplated by the Merger Agreement within five (5) Business Days after the date hereofany formal or informal inquiry including, to but not limited to, any request early termination of the applicable waiting period and to supply promptly any for additional information and or documentary material that may be requested received by Purchaser, Sub or any of their affiliates from the FTC or DOJ pursuant to the HSR Act. Each Preferred Stockholder shall pay its own HSR Act and (iii) cooperate with the Company in connection with any filing fees. Each Preferred Stockholder shall use its respective commercially reasonable efforts to secure of the expiration or termination of any waiting periods Company under the HSR Act and in connection with responding to obtain or resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by either the FTC or DOJ or state attorneys general. (b) In furtherance and not in limitation of the covenants contained in Sections 6.5 and Section 6.6(a) hereof, Purchaser, Sub and the Company shall each use their best efforts to resolve such objections, if any, as may be asserted with respect to the Offer, the Merger or any other approvals transactions contemplated by this Agreement under any Antitrust Law whether such objection is raised by a private party or governmental or regulatory authority. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Offer, the Merger or any other transactions contemplated by this Agreement as violative of any Antitrust Law, each of the parties hereto agrees to cooperate and use its best efforts vigorously to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (any such decree, judgment, injunction or other order is hereafter referred to as an "Order") that is in effect and that restricts, prevents or prohibits consummation of the Offer, the Merger or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actions. Each of Purchaser and Sub also agrees to use its best efforts to take such action, including, without limitation, agreeing to hold separate or to divest any of the businesses, product lines, or assets of Purchaser or Sub or any of their affiliates or, following the consummation of the Offer or the Effective Time, of the Company or any of its Subsidiaries, as may be required (a) by the applicable governmental or regulatory authority (including without limitation the FTC, DOJ or any state attorney general) in order to resolve such objections as such governmental or regulatory authority may have to such transactions under such Antitrust Law, or (b) by any domestic or foreign court or other tribunal, in any action or proceeding brought by a private party or governmental or regulatory authority challenging such transactions as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of any such transactions. The entry by a court or other tribunal, in any action or proceeding brought by a private party or governmental or regulatory authority challenging the transactions contemplated hereby as violative of any Antitrust Law, of an Order permitting such transactions, but requiring that any of the businesses, product lines or assets of any of Purchaser, Sub or any of their affiliates or, following the consummation of the Offer or the Effective Time, of the Company or any of its Subsidiaries be divested or held separate by Purchaser and take such Sub, or that would otherwise limit Purchaser's or Sub's freedom of action with respect to, or their ability to retain, the Company, any Antitrust Division of its Subsidiaries or any businesses, product lines or assets thereof or any of Purchaser's or Sub's or their respective affiliates' other businesses, product lines or assets, shall not be deemed a failure to satisfy any of the conditions specified in Article VII hereof. Notwithstanding the foregoing, the Company shall not be required to divest or hold separate or otherwise take or commit to take any action that, prior to the Effective Time, limits its freedom of action with respect to, or its ability to retain, its Subsidiaries or any of their respective businesses, product lines or assets. (c) Each of the Company, Purchaser and Sub shall promptly inform the other party of any material communication received by such party from the FTC, DOJ or any other Governmental Authority, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall any Preferred Stockholder governmental or any of its Affiliates be required to (a) commence or threaten to commence litigation; (b) agree to hold separate, divest, license or cause a third party to purchase, regulatory authority regarding any of the assets transactions contemplated hereby. Purchaser and Sub will advise the Company promptly in respect of any understandings, undertakings or businesses of such Preferred Stockholder agreements (oral or written) Purchaser or Sub proposes to make or enter into with the FTC, DOJ or any of its Affiliates; other governmental or (c) otherwise agree to any restrictions on the businesses of such Preferred Stockholder or any of its Affiliates regulatory authority in connection with avoiding or eliminating any restrictions to the consummation of the Contemplated Transactions under any applicable Law or Order. The Company and any such Preferred Stockholder shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests transactions contemplated by this Section 12hereby.

HSR Filings. The Principal Stockholders and Buyer shall promptly provide any supplemental information required or requested by the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") in connection with the notification and report form filed with the FTC and the DOJ by Buyer and the Principal Stockholders on May 12, 2005 pursuant to the HSR Act. Each Preferred Stockholder hereto agreesof Buyer and the Sellers shall furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any supplemental information which is necessary or desirable under the HSR Act. The Sellers' Representative and Buyer shall keep each other apprised of the status of any communications with, if applicableand any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request. Each of the Principal Stockholders and Buyer shall request early termination under the HSR Act within two Business Days after the public announcement of the execution and delivery of this Agreement. Buyer shall use its best efforts, and each of the Principal Stockholders shall use their commercially reasonable efforts, to make an appropriate filing obtain expiration or termination of a Pre-Merger Notification and Report Form the applicable waiting period under the HSR Act with respect to the transactions contemplated by hereby. Subject to the Merger Agreement within five (5) Business Days after terms and conditions of this Agreement, Buyer will use its best efforts, and the date hereofPrincipal Stockholders will use their commercially reasonable efforts, to request early termination of the applicable waiting period take, or cause to be taken, all other actions and to supply promptly any additional information and documentary material that may do, or cause to be requested pursuant to the HSR Act. Each Preferred Stockholder shall pay its own HSR Act filing fees. Each Preferred Stockholder shall use its respective commercially reasonable efforts to secure the expiration done, all other things which are, in each case, necessary or termination of any waiting periods desirable under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Antitrust Division or any other Governmental Authority, as may be necessary all applicable Laws to consummate the Contemplated Transactions; providedtransactions contemplated hereby. For purposes of this Section 9.4, however, that, notwithstanding anything the term "commercially reasonable efforts" shall not include any obligation of the Company or any Subsidiary prior to the contraryClosing, in no event shall any Preferred Stockholder or any of its Affiliates be required Seller at any time, to expend money (a) other than nominal amounts and filing fees), sell, dispose or otherwise transfer any assets, commence or threaten to commence participate in any claim, action, proceeding or litigation; , or grant any material accommodation (bfinancial or otherwise) agree to hold separate, divest, license or cause a third party to purchase, any of the assets or businesses of such Preferred Stockholder or any of its Affiliates; or (c) otherwise agree to any restrictions on the businesses of such Preferred Stockholder or any of its Affiliates in connection with avoiding or eliminating any restrictions to the consummation of the Contemplated Transactions under any applicable Law or Order. The Company and any such Preferred Stockholder shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests contemplated by this Section 12Person.

HSR Filings. Each Preferred Stockholder hereto agreesIn furtherance and not in limitation of the Section 9.1, if applicableeach of the Principal Stockholders, the Company and Buyer agrees to make an appropriate filing filings as required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the other Transaction Documents as promptly as practicable after the date hereof. Each of a Pre-Merger Notification the Principal Stockholders, the Company and Report Form Buyer shall promptly provide any supplemental information required or requested by the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") in connection with such filings. Each of Buyer, on the one hand, and the Principal Stockholders and the Company, on the other hand, shall furnish as promptly as practicable to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any supplemental information which is necessary or desirable under the HSR Act. The Principal Stockholders and the Company, on the one hand, and Buyer, on the other hand, shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request. Each of the Principal Stockholders, the Company and Buyer shall, as early as practicable after the completion of all filings required pursuant to the HSR Act, request early termination under the HSR Act. Each of the Principal Stockholders, the Company and Buyer shall use their commercially reasonable efforts to obtain expiration or termination of the applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement and the Merger Agreement within five (5) Business Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each Preferred Stockholder shall pay its own HSR Act filing fees. Each Preferred Stockholder shall use its respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Antitrust Division or any other Governmental Authority, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall any Preferred Stockholder or any of its Affiliates be required to (a) commence or threaten to commence litigation; (b) agree to hold separate, divest, license or cause a third party to purchase, any of the assets or businesses of such Preferred Stockholder or any of its Affiliates; or (c) otherwise agree to any restrictions on the businesses of such Preferred Stockholder or any of its Affiliates in connection with avoiding or eliminating any restrictions to the consummation of the Contemplated Transactions under any applicable Law or Order. The Company and any such Preferred Stockholder shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests contemplated by this Section 12Transaction Documents.